A corporation may be organized for the business of conducting a profession. These are known as professional corporations. Doctors, attorneys, engineers, and CPAs are the types of profes¬sionals who may form a professional corporation. Usually there is a designation P.A. or P.C. after the corporate name in order to show that this is a professional association or professional corporation.
This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
A Houston Texas Pre-incorporation Agreement of Professional Corporation of Attorneys is a legal document that outlines the terms and conditions for establishing a professional corporation of attorneys in Houston, Texas. It serves as a crucial agreement between the attorneys involved and ensures that all parties are on the same page before the corporation is officially incorporated. Keywords: Houston Texas, Pre-incorporation Agreement, Professional Corporation, Attorneys. When drafting this agreement, it is important to include specific details and provisions that cover various aspects of the corporation's formation. Here are some key elements that should be present in the document: 1. Name and Purpose: The agreement should clearly state the intended name of the professional corporation of attorneys and describe its purpose. This can include specifying the type of legal services the corporation will provide and any areas of specialization. 2. Shareholders and Ownership Structure: Outline the individuals who will become shareholders of the corporation and their respective ownership percentages. Specify the types of shares, such as common or preferred, and any rights or restrictions associated with them. 3. Initial Capital Contribution: Specify the amount of capital that each shareholder will contribute to the corporation at the time of incorporation. Include provisions for future capital contributions if necessary. 4. Board of Directors: Define the composition and roles of the initial board of directors, including how they will be elected or appointed. State whether the board will consist solely of attorneys or if non-attorney shareholders may also be eligible. 5. Governance and Decision-Making: Establish procedures for decision-making, voting rights, and the passing of board resolutions. Outline how meetings will be conducted, including frequency, notice requirements, and quorum. 6. Management and Officers: Outline the roles and responsibilities of officers, such as president, secretary, treasurer, or any other positions deemed necessary. Define their powers, compensation, and potential removal processes. 7. Confidentiality and Non-Compete: Include clauses that require shareholders and officers to maintain confidentiality regarding the corporation's affairs and prevent them from competing with the corporation during their tenure and for a specified period after leaving. 8. Dispute Resolution: Specify the process for resolving disputes between shareholders, such as mediation or arbitration. Include a choice-of-law provision that designates Texas as the governing jurisdiction. 9. Dissolution and Succession: Outline the circumstances under which the corporation may be dissolved and the procedures for winding up its affairs, including distributing assets and handling liabilities. Consider succession planning for the transfer of shares in case of retirement, disability, or death of shareholders. 10. Amendments and Governing Law: Establish how amendments to the agreement can be made and the governing law that will apply to the agreement itself. Types of Houston Texas Pre-incorporation Agreement of Professional Corporation of Attorneys may vary based on specific factors, such as the number of attorneys involved, areas of practice, levels of ownership, and corporate governance preferences. Some possible variations include agreements tailored for solo attorneys forming a professional corporation, agreements for small law firms comprising two or more attorneys, or agreements developed for larger law firms with multiple shareholders and complex ownership structures. Remember, it is important to consult with legal professionals familiar with Houston, Texas corporate law to ensure compliance and accuracy when drafting a Pre-incorporation Agreement of Professional Corporation of Attorneys.A Houston Texas Pre-incorporation Agreement of Professional Corporation of Attorneys is a legal document that outlines the terms and conditions for establishing a professional corporation of attorneys in Houston, Texas. It serves as a crucial agreement between the attorneys involved and ensures that all parties are on the same page before the corporation is officially incorporated. Keywords: Houston Texas, Pre-incorporation Agreement, Professional Corporation, Attorneys. When drafting this agreement, it is important to include specific details and provisions that cover various aspects of the corporation's formation. Here are some key elements that should be present in the document: 1. Name and Purpose: The agreement should clearly state the intended name of the professional corporation of attorneys and describe its purpose. This can include specifying the type of legal services the corporation will provide and any areas of specialization. 2. Shareholders and Ownership Structure: Outline the individuals who will become shareholders of the corporation and their respective ownership percentages. Specify the types of shares, such as common or preferred, and any rights or restrictions associated with them. 3. Initial Capital Contribution: Specify the amount of capital that each shareholder will contribute to the corporation at the time of incorporation. Include provisions for future capital contributions if necessary. 4. Board of Directors: Define the composition and roles of the initial board of directors, including how they will be elected or appointed. State whether the board will consist solely of attorneys or if non-attorney shareholders may also be eligible. 5. Governance and Decision-Making: Establish procedures for decision-making, voting rights, and the passing of board resolutions. Outline how meetings will be conducted, including frequency, notice requirements, and quorum. 6. Management and Officers: Outline the roles and responsibilities of officers, such as president, secretary, treasurer, or any other positions deemed necessary. Define their powers, compensation, and potential removal processes. 7. Confidentiality and Non-Compete: Include clauses that require shareholders and officers to maintain confidentiality regarding the corporation's affairs and prevent them from competing with the corporation during their tenure and for a specified period after leaving. 8. Dispute Resolution: Specify the process for resolving disputes between shareholders, such as mediation or arbitration. Include a choice-of-law provision that designates Texas as the governing jurisdiction. 9. Dissolution and Succession: Outline the circumstances under which the corporation may be dissolved and the procedures for winding up its affairs, including distributing assets and handling liabilities. Consider succession planning for the transfer of shares in case of retirement, disability, or death of shareholders. 10. Amendments and Governing Law: Establish how amendments to the agreement can be made and the governing law that will apply to the agreement itself. Types of Houston Texas Pre-incorporation Agreement of Professional Corporation of Attorneys may vary based on specific factors, such as the number of attorneys involved, areas of practice, levels of ownership, and corporate governance preferences. Some possible variations include agreements tailored for solo attorneys forming a professional corporation, agreements for small law firms comprising two or more attorneys, or agreements developed for larger law firms with multiple shareholders and complex ownership structures. Remember, it is important to consult with legal professionals familiar with Houston, Texas corporate law to ensure compliance and accuracy when drafting a Pre-incorporation Agreement of Professional Corporation of Attorneys.
